License Agreement
This Membership and License Agreement (“Agreement”) is entered into between Precious Peach, Ltd., (“PPL”), and you (“Instructor”), and is effective as of Instructor’s enrollment date in the Instructor Network for Callanetics™ (“INC”) (the “Effective Date”).
PPL and Instructor are referred to singularly as a “Party” and collectively as the “Parties.” PPL is the exclusive licensee of the Callanetics® IP, defined below, and uses the Callanetics® IP in connection with educational services relating to fitness classes (“Services”).
Instructor has completed the Callanetics® Instructor Training course and desires to become a INC™ member and use the Callanetics® IP in accordance with this Agreement. In consideration of the foregoing, the mutual promises in this Agreement, and Instructor’s active membership in INC™, the Parties agree as follows:
1. Term. The initial term is for a period of one year from the Effective Date. Following the initial Term, the Agreement automatically renews for indefinite successive one-month periods unless PPL terminates the Agreement or Instructor cancels his/her membership pursuant to PPL’s cancellation policy (“Term”).
2. Grant of License. Subject to the terms hereof, PPL grants Instructor a limited, nonexclusive, nontransferable, revocable license (the “License”), without warranty, (i) to use certain word trademarks and/or service marks owned by Callan Productions Corp., and exclusively licensed by PPL including Callanetics®, and the logos attached as Exhibit A (the “Callanetics Mark” or the “Mark”) to promote and teach Instructor’s Callanetics classes and approved events, and to use certain word and logo trademarks and/or service marks, including INC™ and/or incorporating INC™ or the “Instructor Network for Callanetics” (the “INC Marks”) solely to identify Instructor as an INC member.
2.1. Territory. The License is not valid in any country to which the U.S. restricts trade or where exercising rights hereunder would violate any law, regulation or ordinance.
2.2. Affiliation. All uses of the Mark and Callanetics copyrights (collectively the “Callanetics IP”) must be made in accordance with this Agreement and cannot imply an affiliation with any third party, including an implied affiliation with any brand, organization or company, and/or with any individual not licensed hereunder. Where Instructor wishes to use the name, logo or marks of a third party in connection with the Callanetics IP, Instructor must obtain PPL’s prior approval. Notwithstanding the foregoing, Instructor may use the business name, trade name and/or trademark of a gym or facility where a Callanetics class or approved event is being held, so long as such use is subordinate to the Mark and the use is permitted by the gym or facility. INC™ License Agreement (Rev. May 2024)
2.3. Disparagement. Instructor must not make any unsavory remarks or comments and/or create any materials or content that PPL determines, in its discretion, dilutes, disparages, or is detrimental to the Callanetics IP, the Callanetics brand or the goodwill associated therewith. Instructor agrees to promptly comply with any instructions from Callanetics, including the removal, deletion or withdrawal of such remarks, content or materials.
2.4. Ownership of the Callanetics IP. Instructor acknowledges that Callan Productions corp., and PPL own or licenses all right, title and interest in the Callanetics IP and Instructor must not take any action inconsistent with Callan Productions Corp.’s and PPL’s ownership and interests thereof. Instructor’s use of the Callanetics IP inures to the sole benefit of and is on behalf of Callan Productions Corp., and PPL. In that regard, PPL shall own all live performance copyright rights in and to any Callanetics classes or events taught by Instructor, including any copyright rights in the filming, recording, streaming, uploading or reproduction of such classes or events. Nothing in this Agreement gives Instructor any right, title or interest in the Callanetics IP other than the right to use the Callanetics IP as permitted herein. Instructor must not contest Callan Productions Corp’s., ownership or PPL’s exclusive license of the Callanetics IP, the validity or enforceability of the Callanetics IP, or the validity of this Agreement. Instructor must not register or attempt to register any trademark, service mark, logo, copyright, trade name or business name that incorporates “Callanetics” or the Mark, or any derivations thereof, nor can Instructor assist any party in doing so.
3. Subscription Fee. Instructor must pay PPL a subscription fee in an amount to be set by PPL (“Fee”), each and every month after the initial Term and Term. The Fee is subject to change at PPL’s discretion. PPL reserves the right to establish, revise, modify or amend its billing practices, methods and fees, including its collection practices, payment practices, and fees for content or services provided on its website(s). Instructor agrees to accept notice of any changes by way of the changes posted on callanetics.com. Instructor’s failure to make timely payments due hereunder is a material breach permitting PPL to terminate this Agreement.
3.1. Third Party Payments. PPL accepts payments of the Fee from third parties (e.g., gyms). It is Instructor’s responsibility to ensure that the Fee is timely paid, regardless of whether the Fee is paid by Instructor or a third party. A third party paying the Fee may, at any time, contact PPL to cancel payment of the Fee. In the event the third party cancels payment, it is the responsibility of Instructor to ensure that any current and future Fees are timely paid. PPL will make a reasonable attempt to inform Instructor of a third party’s cancellation of payment. PPL is not responsible for any loss or damage, including termination of this Agreement, suffered by Instructor as a result of non-payment of the Fee.
3.2. Third Party Use of INC Materials. This Agreement is between the Parties, regardless of whether the Fee is paid by Instructor or a third party. All INC materials distributed to Instructor are the property of PPL and Instructor. Any other use or distribution of such materials is prohibited, including the use of such materials by a party who pays Instructor’s Fee. Notwithstanding the foregoing, gyms and other facilities hosting Instructor’s Callanetics classes or approved events may use marketing materials made available to such parties by PPL. INC™ License Agreement (Rev. May 2024)
3.3. Third Party IP Rights. Instructor must not include third party intellectual property rights in materials promoting Instructor’s Callanetics classes or approved events without Callanetics’ prior approval. However, use of the name of a gym or facility where Callanetics classes or approved events are being held is permitted if subordinate to the Mark and the use is permitted by the gym or facility.
4. Proper Use of the Mark. Instructor must (i) use the Mark only in the forms shown in Exhibit A, including adhering to the colors, fonts, stylization, proportionality and other elements of the Mark; (ii) follow Callanetics’ trademark use guidelines; (iii) use the appropriate trademark symbol (® or ™) with each use of a Mark; (iv) follow all instructions, requests and/or demands made by PPL concerning Instructor’s use of the Callanetics IP; and (v) use its best efforts to use the current versions of the Mark as provided by PPL.
4.1. Under License Language. Instructor must use the following “used under license” language on all materials, printed or electronic, which bear the Mark: Callanetics®, and the Callanetics logos are trademarks of Callan Productions Corp., used under license.
4.2. Quality Standards. The nature and quality of Instructor’s marketing and services using the Mark must conform to the standards set by PPL (i) in the instructor training courses and manuals; (ii) at callanetics.com; (iii) in Callanetics’s trademark use guidelines; and (iv) in this Agreement. Instructor must cooperate with PPL in facilitating PPL’s control over the nature and quality of Instructor’s marketing and services, to permit observation of Instructor’s Callanetics classes or approved events, to promptly comply with all instructions from PPL, and to supply PPL with evidence confirming compliance with this Agreement.
4.3. Compliance With Laws. Instructor must comply with all applicable laws, regulations and ordinances in the country, state and locality in which Instructor teaches Callanetics classes and approved events and obtain all appropriate government approvals pertaining to marketing, advertising, or providing Instructor’s services, including any requirements for the instruction of children.
4.4. Promotional Materials. Instructor may use the Mark on flyers, posters, emails and other printed materials whose sole purpose is to promote Instructor’s Callanetics classes or approved events. Such materials must include the “used under license” language.
4.5. Email Addresses. Instructor may use “Callanetics” as part of Instructor’s email address so long as Instructor also includes his/her name or other identifier and that such address is used solely for the promotion of Instructor’s Callanetics classes and approved, related Callanetics activities.
4.6. Domain Names. Instructor may use “Callanetics” as part of Instructor’s domain name for a website so long as Instructor includes his/her name or other identifier in the domain and such domain is used solely to promote Instructor’s Callanetics classes and approved events. Registration and/or use of a domain name must adhere to the terms of this Agreement, including the following: (a) Competing Services/Goods. Instructor must not sell, offer for sale, advertise or promote any services or goods except Instructor’s Callanetics classes and approved events under a domain name containing the Callanetics Mark. (b) Transfer of Domain Name. In the event PPL determines it needs or desires to own a domain name registered or operated by Instructor incorporating the Mark, Instructor must, at PPL’s request, immediately transfer such domain name to PPL. PPL may reimburse Instructor for reasonable and documented out-of-pocket costs that Instructor paid to register the domain. PPL will not reimburse Instructor for any costs incurred in designing Instructor’s website, creating marketing materials, or any other costs incurred in connection with the domain name. (c) INC Member Identification. Instructor must be identified in the Whois listing as the Registrant of a domain name used by Instructor containing the Mark. Instructor must include his/her Instructor number or profile link in the domain name registration information. Instructor must not use a privacy protection service in connection with the registration of a domain name. (d) No Domain Name Containing Country or City Name. An Instructor may not register or use a domain name containing “Callanetics” and the name of a country or city.
4.7. Internet Uses. Instructor may use the Mark on a website, including blogs and social media sites, where Instructor uses the Mark to promote Instructor’s Callanetics classes and approved events in accordance with this
Agreement and under the following guidelines:
(a) Trademark Notice. Instructor must include the “used under license” language on the home page of Instructor’s website and reference the Mark.
(b) Link to Callanetics.com. Instructor must include a prominent hyperlink on the home page to callanetics.com.
(c) Music. Instructor may use PPL’s (Precious Peach Ltd.’s) original compositions and such other original tracks that may be released in the future as background music on Instructor’s site. Instructor must not use any other music on Instructor’s site unless he/she has obtained an appropriate license.
(d) Ownership. Instructor must identify his/herself as the owner of Instructor’s Site by indicating his/her legal name on the home page. In addition, Instructor must post a link on the home page to his/her INC profile and the following notice: “This site is owned and operated by [your name], a licensed INC™ member. See my INC profile at: [insert INC link]”.
(e) Adwords/Keywords. Instructor must not use the Mark as AdWords, paid search, keywords or otherwise for search engine optimization and/or for creating “sponsored links”.
(f) Social Media Titles. Instructor must include his/her name in the title of any social media page(s) incorporating the Mark.
(g) Removal. Instructor must immediately remove the Mark from online materials that PPL, in its absolutely discretion, determines to be inappropriate, unrelated, or detrimental to its brand and requests removal.
4.8. Radio, Television and News Coverage. Instructor must not use the Mark on radio or television without PPL’s prior approval. Instructor may promote Instructor’s Callanetics classes or approved events through live or print news coverage, or through mainstream news organizations or print publishers. In the event of such promotion, Instructor must inform the news organization or publisher of PPL’s brand use guidelines. With respect to live news coverage, such coverage must not include more than ten minutes of a Callanetics class, approved event or Callanetics exercise routine without PPL’s prior approval. In the event Instructor is aware of the coverage, Instructor must notify PPL by email to info@callanetics.com. In the event Instructor is not aware of the coverage in advance, Instructor must promptly notify PPL after the coverage and, when possible, provide a copy of the article or footage.
4.9. Charitable Fund Raising Services/Other Events. With PPL’s prior approval, Instructor may conduct Callanetics classes or events in connection with fund raising activities for charitable or other worthy causes. Activities using the Mark must be conducted in accordance with applicable laws. Instructor is responsible for the handling of and proper disbursement of all fundraising related to the event. PPL reserves the right to prohibit Instructor from using the Mark, in connection with any fundraising activities that PPL determines, in its discretion, is in conflict with this Agreement or is inconsistent with PPL’s business objectives or interests. For permission to host a charitable event or other event using the Mark, Instructor must submit an approval request through info@callanetics.com.
4.10. Trade Shows/College Classes. With PPL’s prior approval, Instructor may conduct Callanetics classes at trade shows and in classes for college credit. An approval request must be submitted fourteen days in advance to info@callanetics.com. Whenever Instructor participates in or conducts such trade shows or classes, Instructor’s name must be listed in any promotional materials.
5. Restricted Use of the Mark & Callanetics IP. PPL may use, or license others to use, the Callanetics IP in connection with various goods and services. Instructor must not use the Callanetics IP for purposes of promoting any workshop, training, instruction, choreography session, or other activity except Instructor’s own Callanetics classes or approved events. Instructor must not use any Callanetics IP to identify a gym, workout facility, business or trade name, or any other facility, program or product, except as authorized herein, without PPL’s prior approval. PPL reserves the right to remove any content posted on the Internet and/or used by Instructor that violates PPL’s rights in the Callanetics IP.
5.1. Never Modify the Mark. Instructor must use the Mark in accordance with the terms of this Agreement and refrain from modifying the Mark (e.g., Instructor must not (i) refer to a class as, for example, “Callanetics Abs”, “Callanetics Glutes” or “Callanetics Dance”; or (ii) change the spelling of the Mark, such as, for example, using the phrases “Callanetics-jams”).
5.2. Never Use the Mark in Business or Trade Names. Instructor must not use the Mark in the name of a business or trade name including, for example, “Callanetics Club”, or “Callanetics Studio”.
5.3. Never Use the Mark as Verbs or Nouns. Instructor must not use the Mark as a noun or verb including, for example, “I’m Callaneticsing on Saturday!” or “I Love to Callanetics”, or “My studio has Callanetics”. Instructor must always use the Mark as adjectives including, for example, I’m going to Callanetics® class on Saturday!”, “I Love the Callanetics® program”, or “My studio has Callanetics® classes.”
5.4. Never Use the Mark as a Title to Newsletters or Publications. Instructor must not use the Mark, in whole or in part, as a titles to print or digital newsletters or publications.
5.5. Merchandise. Instructor must not manufacture, create, offer for sale, sell or distribute any merchandise, including apparel, accessories, or promotional items, bearing the Callanetics IP or any names, designs or logos similar to the Mark.
5.6. INC Materials. Instructor must not copy, duplicate, sell, distribute, upload, stream, share or otherwise disseminate any INC materials, such as training manuals and downloads, or their contents. In the event of termination or cancellation of this Agreement, Instructor must retain Instructor’s INC materials, destroy them or return them to PPL.
5.7. Streaming/Videos/Recording. Instructor may stream live Callanetics classes on Zoom but must have approval from PPL prior to using other similar streaming platforms. Instructor may offer free live classes on Zoom as long as the participants are registered in advance of the class. Instructor may not publish or display more than three (3) minutes of any Callanetics class on social media including but not limited to Facebook, Instagram, YouTube and TikTok. In no event may Instructor record or reproduce in any manner Callanetics classes, or otherwise imitate Callanetics programming. Callanetics videos are fully protected under U.S. copyright laws, and any unauthorized duplication, exhibition, distribution or use without PPL’s prior approval is prohibited.
5.8. Mobile Applications. Instructor must not use the Callanetics IP in connection with a mobile application, including in the title, icon and content of the application.
5.9. Class Name. Instructor must not alter the Callanetics class name or create his/her own class names (e.g., Callanetics® class cannot be called “Callanetics Yoga” or “Callanetics HIIT” or “Hot Callanetics.”
6. Termination. PPL may immediately terminate this Agreement and Instructor’s INC membership at any time, with or without cause, by giving Instructor written notice. Upon termination without cause, any Fee paid but not used will be returned to Instructor.
6.1. For Cause. PPL has the right to terminate this Agreement upon written notice in the event Instructor breaches this Agreement or as a result of any action or conduct by Instructor that PPL deems detrimental to the Callanetics IP, the Callanetics brand or the goodwill associated therewith. PPL may, in its discretion, provide Instructor with an opportunity to cure any breach prior to termination. Upon termination for cause, any Fee paid but not used will not be returned to Instructor.
6.2. Effect of Termination. Upon termination, Instructor must immediately (i) discontinue use of the Callanetics IP, including in any websites or email addresses used by Instructor; (ii) comply with this Agreement concerning INC materials; and (iii) transfer all domain names incorporating the Mark to PPL. All rights in the Callanetics IP and the goodwill associated therewith remain the exclusive property of PPL.
7. Cancellation by Instructor. Instructor may cancel this Agreement at any time after the initial Term subject to the terms, conditions and processes set forth by PPL. The Fee is however nonrefundable.
8. Third-Party Infringement. Instructor must promptly notify PPL of any unauthorized use of the Callanetics IP by a third party for which Instructor becomes aware. PPL has the sole right and discretion to take action, including bringing action involving the Callanetics IP and retaining the proceeds of any settlement or recovery in such action. Instructor agrees to cooperate with PPL in enforcing and protecting the Callanetics IP.
9. Arbitration and Governing Law. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in London, UK in accordance with its International Arbitration Rules. However, the foregoing notwithstanding, in the event that PPL’s exclusive license of the Callanetics IP expires or is otherwise transferred, any controversy or claims relating to this Agreement shall be resolved by the courts in Miami-Dade county, Florida, USA. Each party waives its rights to a jury trial. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, USA, excluding any choice of law rules that would direct the application of the laws of another jurisdiction. The prevailing Party in any legal action under this Agreement will be entitled to recover its reasonable attorneys’ fees in addition to its costs and necessary disbursements. Any judgment by an arbitrator or court under this Section is fully enforceable in Instructor’s country of residence.
10. Acceptance of and Modifications to Agreement. Payment of the Fee pursuant to this Agreement and/or completing the click-through process required to accept this Agreement shall be effective as an original signature and constitutes Instructor’s acceptance to the terms hereof. Instructor acknowledges that he/she has read and understands this Agreement in its entirety and that this Agreement may be modified at PPL’s discretion. Such changes may be affected by PPL’s posting of a change notice or new agreement on callanetics.com. Such modified terms are deemed incorporated herein and made part hereof. PPL will make commercially reasonable efforts to notify Instructor of all modifications prior to implementation. The enforceability of such changes is not contingent upon actual notification, provided that PPL has posted the changes on callanetics.com. In the event Instructor does not agree to abide by the terms of the Agreement, as modified, Instructor’s sole remedy is to terminate this Agreement. Instructor must monitor callanetics.com for changes to this Agreement.
11. Parties’ Relationship. The Parties’ relationship is that of licensor and licensee. Nothing herein shall be construed as creating any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties, nor shall PPL be deemed to be acting in a fiduciary capacity with respect to Instructor. Instructor has no authority to make or accept any offers or representations on behalf of PPL or to act for or bind PPL in any manner. Instructor must not make statements or take actions that may contradict the relationship set forth herein or confuse or mislead any person regarding the nature of the Parties’ relationship.
12. Disclaimer & Limitation of Liability. PPL makes no representations or warranties, express or implied, with respect to INC, the Callanetics Services, or any Callanetics-related products, including warranties of fitness, merchantability, or non-infringement. Under no circumstances, or legal or equitable theory, whether in tort, contract, strict liability or otherwise, will PPL or PPL’s licensors, affiliates, subsidiaries, related companies, employees, directors, officers, agents, vendors and suppliers (the “PPL Related Parties”) be liable to Instructor or any other person for any indirect, special, incidental or consequential losses or damages of any nature arising out of or in connection with this Agreement, including damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if an authorized representative of PPL has been advised of or should have known of the possibility of such damages. PPL makes no representation that the operation of PPL’s website(s) will be uninterrupted or error-free. PPL is not liable for the consequences of any interruptions or errors, although PPL will make commercially reasonable efforts to correct errors or interruptions. In no event will PPL be liable for any damages in excess of the Fees paid by Instructor during the six-month period preceding the date on which a claim arises.
13. Indemnification. Instructor agrees to indemnify, defend and hold harmless PPL and the PPL Related Parties from any and all losses, liabilities, damages and expenses (including attorneys’ fees and costs) as a result of any claims, demands, actions or other proceedings made or instituted by a third party which arises out of any (i) criminal and/or negligent acts of Instructor; (ii) breach by Instructor of this Agreement; or (ii) other act or omission of Instructor.
14. Nature of Services. Callanetics classes or events may not be safe or appropriate for everyone. Any information PPL may provide to Instructor through a Callanetics training, in Callanetics materials, or on Callanetics’ website(s) regarding health and fitness is intended solely as educational aids and are not substitutes for medical advice. Instructor is encouraged to seek medical advice before providing the Services, or if Instructor experiences any medical condition affecting Instructor’s ability to provide the Services. Instructor must ensure that he/she complies with all applicable laws, regulations and ordinances governing the instruction of children in the country, state and locality where Instructor teaches. PPL and the PPL Related Parties assume no responsibility for any consequence relating directly or indirectly from any action or inaction of Instructor based on the information, services, or other material provided by PPL. While PPL strives to provide complete, up-to-date and accurate information on its website(s) and in other materials, PPL and the PPL Related Parties do not guarantee, and will not be responsible or liable for, any damage or loss related to the accuracy, completeness, or timeliness of such information. Instructor releases from liability and holds harmless PPL and the PPL Related Parties for any accident, injury, illness, death, loss, damage to person or property, or other consequences suffered by any person arising or resulting from Instructor’s provision of the Services. If Instructor is injured providing the Services, Instructor assumes any financial obligations for any medical costs Instructor may incur. PPL assumes no responsibility for any medical expenses, injury, or damages suffered by Instructor, or Instructor’s students, in connection with the provision of the Services.
15. Notices. Any notice, request, demand or other communication given hereunder may be given to a Party at the addresses set forth below. Any notice or request hereunder must be given by registered or certified mail, return receipt requested; courier; or, e-mail. If to PPL: Attention: Legal, Precious Peach Ltd., 42/2 Hopkins Street, Soho, London W1F 0DP. United Kingdom E-mail: info@callanetics.com
If to Instructor: To the email address on Instructor’s INC registration or on his/her profile page.
16. No Waiver & Reservation of Rights. PPL’s failure to enforce a provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or other provisions hereof. PPL reserves all rights not granted herein. To submit questions regarding this Agreement please email info@callanetics.com.
17. Assignment. Neither this Agreement, nor any rights or obligations of Instructor or PPL under this Agreement, may be assigned in whole or in part by either Party without Callan Productions Corp’s., authorization, any attempted transfer without that authorization is void. Third Party Beneficiaries. There are no third party beneficiaries to this Agreement except for Callan Productions Corp., which shall have the complete right to enforce it. Upon expiration of INC™ License Agreement (Rev. May 2024) PPL’s license of the Callanetics IP, this Agreement shall fully vest and transfer to Callan Productions Corp.
